REG - Close Bros Grp PLC - AGM Special Business

Close BrothersAnnouncement

18/11/2021 15:05

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RNS Number : 8706S  Close Brothers Group PLC  18 November 2021

 Close Brothers Group plc

 Annual General Meeting resolutions passed

 

Close Brothers Group plc (the "group" or "Close Brothers") announces that at
the Annual General Meeting of the group duly convened and held on Thursday 18
November 2021 at 10 Crown Place, London EC2A 4FT and electronically, the
following special business resolutions of the group were passed:

 

Ordinary resolutions

 

18.       To authorise the Board generally and unconditionally to allot
shares in the Company and to grant rights to subscribe for or convert any
security into shares in the Company:

(a)  up to a nominal amount of £12,566,854 (such amount to be reduced by any
allotments or grants made under paragraph (b) below in excess of such sum; and

(b)   comprising equity securities (as defined in the Companies Act 2006) up
to a nominal amount of £25,133,708 (such amount to be reduced by any
allotments or grants made under paragraph (a) above) in connection with an
offer by way of a rights issue:

(1) to ordinary shareholders in proportion (as nearly as may be practicable)
to their existing holdings; and

(2)   to holders of other equity securities as required by the rights of
those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any
arrangements which it considers necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates, legal, regulatory or practical
problems in, or under the laws of, any territory or any other matter,

such authorities to apply until the conclusion of the next annual general
meeting of the Company (or, if earlier, until the close of business on 18
February 2023) but, in each case, during this period the Company may make
offers and enter into agreements which would, or might, require shares to be
allotted or rights to subscribe for or convert securities into shares to be
granted after the authority ends and the Board may allot shares or grant
rights to subscribe for or convert securities into shares under any such offer
or agreement as if the authority had not ended.

19.       To authorise the Board, in addition to any authority granted
pursuant to resolution 18, generally and unconditionally pursuant to section
551 of the Companies Act 2006 to allot shares in the Company and to grant
rights to subscribe for or convert any security into shares in the Company up
to an aggregate nominal amount of £5,655,084 in relation to any issue by the
Company of any Additional Tier 1 instruments ("AT1 Securities") that
automatically convert into or are exchanged for ordinary shares in the Company
in prescribed circumstances, where the Directors consider that the issue of
such AT1 Securities would be desirable, including for the purpose of complying
with, or maintaining compliance with, the regulatory requirements or targets
applicable to the Company and its subsidiaries and subsidiary undertakings
from time to time and otherwise on terms as may be determined by the
Directors, such authority to apply until the conclusion of the next annual
general meeting of the Company (or, if earlier, until the close of business on
18 February 2023) but, in each case, during this period the Company may make
offers and enter into agreements which would, or might, require shares to be
allotted or rights to subscribe for or convert securities into shares to be
granted after the authority ends and the Board may allot shares or grant
rights to subscribe for or convert securities into shares under any such offer
or agreement as if the authority had not expired.

20. That:

(a)  the Close Brothers Group plc Sharesave Plan 2021 (the "2021 Sharesave"),
summarised in Appendix 2 to this Notice, and the rules of which are produced
to this Annual General Meeting and for the purposes of identification
initialled by the Chairman, be approved and the Board be authorised to do all
such acts and things as it considers necessary or desirable to establish the
2021 Sharesave; and

(b)     the Board be authorised to adopt further plans based on the 2021
Sharesave but modified to take account of local tax, exchange control or
securities laws in overseas territories, provided that any shares made
available under such further plans are treated as counting against any limits
on individual or overall participation in the 2021 Sharesave.

 

Special resolutions

 

21.       That, if resolution 18 granting authority to allot shares is
passed, the Board be given power to allot equity securities (as defined in the
Companies Act 2006) for cash under the authority given by that resolution
and/or to sell ordinary shares held by the Company as treasury shares for cash
as if section 561 of the Companies Act 2006 did not apply to any such
allotment or sale, such power to be limited to:

(a)  the allotment of equity securities and sale of treasury shares in
connection with an offer of, or invitation to apply for, equity securities
(but in the case of the authority granted under paragraph (b) of resolution
18, by way of a rights issue only):

1.  to ordinary shareholders in proportion (as nearly as may be practicable)
to their existing holdings; and

2.  to holders of other equity securities, as required by the rights of those
securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any
arrangements which it considers necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates, legal, regulatory or practical
problems in, or under the laws of, any territory or any other matter; and

(b)  in the case of authority granted under paragraph  (a) of resolution 18
and/or in the case of any sale of treasury shares, the allotment of equity
securities or sale of treasury shares (otherwise than under paragraph  (a)
above) up to a nominal amount of £1,885,028,

            such power to apply until the conclusion of the next
annual general meeting of the Company (or, if earlier, until the close of
business on 18 February 2023) but, in each case, during this period the
Company may make offers, and enter into agreements, which would, or might,
require equity securities to be allotted (and treasury shares to be sold)
after the power ends and the Board may allot equity securities (and sell
treasury shares) under any such offer or agreement as if the power had not
ended.

22.       That, if resolution 18 granting authority to allot shares is
passed, the Board be given the power in addition to  any power granted under
resolution 21  to  allot equity securities (as defined in the Companies Act
2006) for cash under the authority given by that resolution and/or to sell
ordinary shares held by the Company as treasury shares for cash as if section
561 of the Companies Act 2006 did not apply to any such allotment or sale,
such power to be:

(a)  limited to the allotment of equity securities or sale of treasury shares
up to a nominal amount of £1,885,028; and

(b)  used only for the purposes of financing (or refinancing, if the
authority is to be used within six months after the  original transaction)
a  transaction which the  Board  determines to  be  an acquisition or
other capital investment of a kind contemplated by the Statement of Principles
on Disapplying Pre-Emption Rights most recently published by the Pre-Emption
Group prior to the date of this notice,

            such power to apply until the conclusion of the next
annual general meeting of the Company (or, if earlier, until the close of
business on 18 February 2023) but, in each case, during this period the
Company may make offers, and enter into agreements, which would, or might,
require equity securities to be allotted (and treasury shares to be sold)
after the power ends and the Board may allot equity securities (and sell
treasury shares) under any such offer or agreement as if the power had not
ended.

23.       That, if resolution 19 granting authority to allot AT1
Securities is passed, the Board be given the power, in addition to any powers
granted pursuant to resolutions 21 and 22, to allot equity securities (as
defined in section 560 of the Companies Act 2006) for cash under the authority
given by resolution 19 up to an aggregate nominal amount of £5,655,084 in
relation to the issue of AT1 Securities as if section 561 of the Companies Act
2006 did not apply to any such allotment or sale, such power to apply until
the conclusion of the next annual general meeting of the Company (or, if
earlier, until the close of business on 18 February 2023) but, in each case,
during this period the Company may make offers and enter into agreements which
would, or might, require shares to be allotted or rights to subscribe for or
convert securities into shares to be granted after the power ends and the
Board may allot shares or grant rights to subscribe for or convert securities
into shares under any such offer or agreement as if the power had not ended.

24.       That the Company be authorised for the purposes of section 701
of the Companies Act 2006 to make one or more market purchases (as defined in
section 693(4) of the Companies Act 2006) of its ordinary shares of 25p each,
such power to be limited:

(a)   to a maximum number of 15,080,224 ordinary shares;

(b)  by the condition that the minimum price which may be paid for an
ordinary share is the nominal amount of that share and the maximum price which
may be paid for each ordinary share is the highest of:

(1)   an amount equal to 5% above the average market value of an ordinary
share for the five business days immediately preceding the day on which that
ordinary share is contracted to be purchased; and

(2)  the higher of the price of the last independent trade and the highest
current independent purchase bid on the London Stock Exchange Trading System,

in each case, exclusive of expenses,

            such authority to apply until the conclusion of the
next annual general meeting of the Company (or, if earlier, until the close of
business on 18 February 2023) but during this period the Company may enter
into a contract to purchase ordinary shares which will or may be completed or
executed wholly or partly after the authority ends and the Company may
purchase ordinary shares pursuant to any such contract as if the authority had
not ended.

25.       That a general meeting other than an annual general meeting
may be called on not less than 14 clear days' notice.

 

Resolution with voting threshold specified in the Notice of Meeting

 

26.       To authorise the Company and its subsidiaries (the "Group") to
apply a ratio in relation to the fixed and variable components of remuneration
for certain Directors and employees of the Company and the Group's Banking
division whose professional activities have a material impact on the risk
profile of the Group, so that the variable component of total remuneration for
such an individual may exceed 100% of the fixed component of the total
remuneration for that individual, provided that such variable component does
not exceed 200% of such fixed component.

 

 

About Close Brothers

Close Brothers is a leading UK merchant banking group providing lending,
deposit taking, wealth management services and securities trading. We employ
over 3,700 people, principally in the UK. Close Brothers Group plc is listed
on the London Stock Exchange and is a member of the FTSE 250.

 

Helen Thorpe

Head of Secretariat

Close Brothers Group plc

 

LEI code: 213800W73SYHR14I3X91

18 November 2021

07725 216541

 

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